falseOH0001852707
0001852707
2023-07-18
2023-07-18
SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 18, 2023
Better For You Wellness, Inc. |
(Exact name of registrant as specified in its charter) |
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(state or other jurisdiction of incorporation) | | | | (IRS Employer Identification Number) |
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(address of principal executive offices) | | |
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(registrant’s telephone number, including area code) |
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(former name or former mailing address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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registered |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Indicate by
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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“We”, “Us”, “The Issuer” and or “the Company” refer to Better For You Wellness, Inc., a Nevada Company.
Item 1.01. Entry into a Material Definitive Agreement.
Ian James Deferred Compensation Conversion
On July 18, 2023, the Company entered into a Deferred Compensation Conversion Agreement with Ian James (the “CEO Deferred Compensation Conversion Agreement”). During the Company’s 2023 fiscal year ended February 28, 2023, Chief Executive Officer Ian James deferred compensation in the amount of $186,096. Pursuant to the CEO Deferred Compensation Conversion Agreement and unanimous approval and authorization of the Company’s Board of Directors, the Company has issued 5,029,622 restricted common shares, par value $0.0001, at a conversion price of $0.037 per share as consideration for James’ cancelation and forgiveness of the $186,096 in deferred compensation.
Stephen Letourneau Deferred Compensation Conversion
On July 18, 2023, the Company entered into a Deferred Compensation Conversion Agreement with Stephen Letourneau (the “CBO Deferred Compensation Conversion Agreement”). During the Company’s 2023 fiscal year ended February 28, 2023, Chief Branding Officer Stephen Letourneau deferred compensation in the amount of $145,007. Pursuant to the CBO Deferred Compensation Conversion Agreement and unanimous approval and authorization of the Company’s Board of Directors, the Company has issued 3,919,109 restricted common shares, par value $0.0001, at a conversion price of $0.037 per share as consideration for Letourneau’s cancelation and forgiveness of the $145,007 in deferred compensation.
David Deming Loan Conversion
On July 18, 2023, the Company entered into a Loan Conversion Agreement with David Deming (the “Loan Conversion Agreement”). During the Company’s 2023 fiscal year ended February 28, 2023, Director David Deming provided a short term working capital loan to the Company in the amount of $195,000. Pursuant to the Loan Conversion Agreement and unanimous approval and authorization of the Company’s Board of Directors, the Company has issued 5,270,271 restricted common shares, par value $0.0001, at a conversion price of $0.037 per share as consideration for Deming’s cancelation and forgiveness of the $195,000 loan.
The foregoing description of the CEO Deferred Compensation Conversion Agreement, the CBO Deferred Compensation Conversion Agreement, and the Loan Conversion Agreement are qualified by reference to the full texts of the CEO Deferred Compensation Conversion Agreement, the CBO Deferred Compensation Conversion Agreement, and the Loan Conversion Agreement, the forms of which are filed herewith as Exhibits 10.1, 10.2, and 10.3 respectively, to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information under Item 1.01 is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information under Item 1.01 is incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
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